<PAGE>

                                                                     EXHIBIT 4.9



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE.  THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS.

                               CERTIFICATE FOR WARRANTS


    EXERCISABLE ON OR AFTER THE DATE OF ISSUANCE UNTIL 5:00 P.M., NEW YORK
    CITY TIME, ON MARCH 28, 2002.



                        COMMUNICATION INTELLIGENCE CORPORATION
                      COMMON STOCK PURCHASE WARRANT CERTIFICATE


                                                               300,000 Warrants


    THIS CERTIFIES that for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, ________________________ or
registered assigns is the registered holder (the "Registered Holder") of the
number of Warrants set forth above, each of which, subject to the provisions of
Section 1.1 of Article hereof, represents the right to purchase one fully paid
and nonassessable share (the "Shares") of Common Stock, par value $.01 per share
("Common Stock") of Communication Intelligence Corporation, a corporation formed
under the laws of the state of Delaware (the "Company"), at the initial exercise
price equal to $2.00 per Share (the "Initial Exercise Price"), at any time prior
to the Exercise Deadline hereinafter referred to, by surrendering this Warrant
Certificate, with the form of election to purchase set forth hereon duly
executed, at the office of the Company, 275 Shoreline Drive, Redwood Shores, CA
94065, or such other address as to which the Company shall have given written
notice to the Registered Holder.  Payment of the exercise price shall be made in
United States currency, by certified check or money order payable to the order
of the Company.  This Warrant Certificate is being issued in connection with the
issuance of 300,000 Warrants (the "Warrants") as consideration for the waiver,
dated March 26, 1997, to the Registration Rights Agreement as of December 31,
1996 by and among the Company and the other signatories thereto.


<PAGE>

                                      ARTICLE 1

                   WARRANT EXERCISE PRICE AND EXERCISE OF WARRANTS

    1.1  EXERCISE PRICE; NUMBER OF SHARES.  This Warrant Certificate shall,
when executed by the Company, entitle the Registered Holder hereof to purchase
from the Company one Share for each Warrant evidenced hereby, at the Initial
Exercise Price, or such adjusted number of Shares at such adjusted purchase
price as may be established from time to time pursuant to the provisions of
Articles 1 and 2 hereof, payable in full at the time of exercise of this
Warrant.  The term "Exercise Price" as used in this Agreement shall mean the
purchase price of one Share upon the exercise of this Warrant, reflecting all
appropriate adjustments made in accordance with the provisions hereof.

    1.2  EXERCISABILITY OF WARRANTS.  Each Warrant may be exercised at any time
on or after the date of its issuance until 5:00 P.M., New York City time, on
March 28, 2002 (the "Exercise Deadline").

    1.3  PROCEDURE FOR EXERCISE.  Prior to the Exercise Deadline, Warrants may
be exercised in whole or in part at any time and from time to time by
surrendering this Warrant Certificate to the Company at the address specified
above, accompanied by payment in full of the Exercise Price as provided in
Section 1.1 in effect at the time of such exercise, together with such taxes as
are specified in Section 4.1 hereof, for each Share with respect to which such
Warrants are being exercised.  Such Exercise Price and taxes shall be paid in
full by certified check, money order or wire transfer, payable in United States
currency to the order of the Company.  The date on which Warrants are exercised
in accordance with this Section 1.3 is sometimes referred to herein as the Date
of Exercise.

    1.4  ISSUANCE OF SHARES.  As soon as practicable after the Date of Exercise
of any Warrants (but in no event later than 3 business days), the Company shall
issue, or cause the transfer agent for the Common Stock, if any, to issue a
certificate or certificates for the number of full Shares to which the holder is
entitled (together with any other stock or securities or property to which the
Registered Holder is entitled to receive upon exercise), registered in
accordance with the instructions set forth in the attached Form of Election to
Purchase.  All Shares shall be validly authorized and issued, fully paid and
nonassessable and free from all liens and charges and received by Registered
Holder within 3 business days from the Date of Exercise.  Each person in whose
name any such certificate for Shares is issued shall for all purposes be deemed
to have become the holder of record of the Shares represented thereby on the
Date of Exercise of the Warrants resulting in the issuance of such shares,
irrespective of the date of issuance or delivery of such certificate for the
Shares.

    1.5  CERTIFICATES FOR UNEXERCISED WARRANTS.  In the event that less than
all of the Warrants represented by a Warrant Certificate are exercised, the
Company shall execute and deliver by overnight courier or hand delivery, as soon
as practicable but, in any event, not later than 5 business days after the Date
of Exercise, to the Registered Holder of such Warrant


                                         -2-
<PAGE>

Certificate, or such other person as shall be designated in the election to
purchase, a new Warrant Certificate representing the number of full Warrants not
exercised.  In no event shall a fraction of a Warrant be exercised, and the
Company shall distribute no Warrant Certificates representing fractions of
Warrants under this or any other section of this Agreement.  Fractions of Shares
shall be treated as provided in Section 2.10.  For clarification purposes, the
Registered Holder may exercise any portion of the Warrants notwithstanding the
fact that it does not have physical possession of the Warrant Certificate
because the Company has not yet delivered the Warrant Certificate to such holder
for any unexercised Warrants.

    1.6  RESERVATION OF SHARES.  The Company shall at all times reserve and
keep available for issuance upon the exercise of Warrants that number of its
authorized but unissued shares of Common Stock sufficient to permit the exercise
in full of all outstanding Warrants.

    1.7  LIMITATION ON EXERCISE.  Notwithstanding anything to the contrary
contained herein, the Warrants represented by this Warrant Certificate may not
be exercised by the Registered Holder to the extent that, after giving effect to
Shares to be issued pursuant to a notice of election to purchase, the total
number of shares of Common Stock deemed beneficially owned by such holder,
together with all shares of Common Stock deemed beneficially owned by the
holder's "affiliates" (as described in Rule 144 of the Act) that would be
aggregated for purposes of determining whether a group under Section 13(d) of
the Securities Exchange Act of 1934 exists, would exceed 4.9% of the total
issued and outstanding shares of the Common Stock, provided that the Registered
Holder shall have the right to waive this restriction, in whole or in part,
immediately in the case of a pending "Change in Control Transaction" described
in Section 4(i) of the Certificate of Designations for the Company's 5%
Cumulative Convertible Preferred Stock and in any other case upon 61 days prior
notice to the Company.  The delivery of a Form of Election to Purchase by the
Registered Holder shall be deemed a representation by such holder that it is in
compliance with this paragraph.  A subsequent Registered Holder shall not be
bound by this provision unless it expressly agrees to be so bound.  The term
"deemed beneficially owned" as used in this Warrant Certificate shall exclude
shares that might otherwise be deemed beneficially owned by reason of the
exercise of the Warrants by this Warrant Certificate.


                                      ARTICLE 2

                          ADJUSTMENTS AND NOTICE PROVISIONS

    2.1  ADJUSTMENT OF EXERCISE PRICE.  Subject to the provisions of this
Article 2, the Exercise Price in effect from time to time shall be subject to
adjustment, as follows:

         (a)  In case the Company shall at any time after the date hereof (i)
declare a dividend or distribution on the outstanding Common Stock payable in
shares of its capital stock, (ii) subdivide the outstanding Common Stock, (iii)
combine the outstanding Common Stock into a smaller number of shares, or (iv)
issue any shares of its capital stock by reclassification of the Common Stock
(including any such reclassification in connection with a consolidation or
merger


                                         -3-
<PAGE>

in which the Company is the continuing corporation), then, in each case, the
Exercise Price in effect, and the number of Shares issuable upon exercise of the
Warrants outstanding, at the time of the record date for such dividend or of the
effective date of such subdivision, combination or reclassification, shall be
proportionately adjusted so that the holders of the Warrants after such time
shall be entitled to receive the aggregate number and kind of shares which, if
such Warrants had been exercised immediately prior to such time, such holders
would have owned upon such exercise and been entitled to receive by virtue of
such dividend, subdivision, combination or reclassification.  Such adjustment
shall be made successively whenever any event listed above shall occur.

         (b)  In case the Company shall distribute to all holders of shares of
Common Stock (including any such distribution made to the shareholders of the
Company in connection with a consolidation or merger in which the Company is the
continuing corporation but excluding the transaction referred to in Section
2.1(a)) evidences of its indebtedness, cash (other than cash dividends) or
assets (other than distributions and dividends payable in Common Stock), then,
in each case, the Registered Holder, upon the exercise hereof, shall be entitled
to receive the amount of evidence of indebtedness, cash or assets which such
Registered Holder would have been entitled to receive had such Registered Holder
exercised the Warrants immediately prior to the record date for such
distribution.

         (c)  In case the Company shall sell (or issue upon exchange or
conversion) any shares of Common Stock (other than in a transaction referred to
in Section 2.1(a)-(b)) for a consideration (or effective exchange or conversion
ratio) per share less than the Exercise Price per Share, THEN, in each case, the
Exercise Price in effect immediately prior to such sale or event  shall be
adjusted to a price determined by multiplying the Exercise Price in effect
immediately prior to such sale or event by a fraction, the numerator of which
shall be the sum of (i) the total number of Shares outstanding immediately prior
to such sale or event, and (ii) the aggregate consideration, if any, received by
the Company upon such sale or event divided by the Exercise Price immediately
prior to such sale or event, and the denominator of which shall be the total
number of Shares outstanding immediately after such sale or event.

         (d)  For the purposes of any adjustment to be made in accordance with
Section  2.1(c) the following provisions shall be applicable:

                (i)     In case of the sale of Common Stock for a consideration
part or all of which shall be cash, the amount of the cash portion of the
consideration therefor deemed to have been received by the Company shall be
without deduction for any ordinary and customary expenses (including, without
limitation, any underwriting discount, selling concession or other compensation
paid in connection with such sale) incurred by the Company in connection with
such transaction.  In case of the sale of Common Stock for consideration part or
all of which shall be in a form other than cash, the value of such consideration
shall be as determined in good faith by the board of directors of the Company,
whose determination shall be conclusive absent manifest error.



                                         -4-
<PAGE>

               (ii)     The number of shares of Common Stock at any one time
outstanding shall be deemed to include the aggregate maximum number of shares
issuable (subject to readjustment upon the actual issuance thereof) upon the
exercise of options, rights or warrants and upon the conversion or exchange of
convertible or exchangeable securities.

              (iii)     Except as hereinafter provided, in case the Company
shall at any time after the date hereof issue options, rights or warrants to
subscribe for Common Stock, or issue any securities convertible into or
exchangeable for Common Stock, for a consideration (determined as provided in
this Section  2.1(d)) less than the Exercise Price in effect immediately prior
to the earlier of the issuance of such options, rights or warrants, or such
convertible or exchangeable securities or the record date therefor, or without
consideration (including the issuance of any such securities by way of dividend
or other distribution), the Exercise Price for the Warrants in effect
immediately prior to the issuance of such options, rights or warrants, or such
convertible or exchangeable securities or the record date therefor, as the case
may be, shall be reduced to a price determined by making the computation in
accordance with the provisions of Section 2.1(c) hereof, provided that:

                        a.   The aggregate maximum number of shares of Common
Stock issuable or that may become issuable under such options, rights or
warrants (assuming exercise in full even if not then currently exercisable or
currently exercisable in full) shall be deemed to be issued and outstanding at
the time such options, rights or warrants were issued, for a consideration equal
to the minimum purchase or exercise price per share provided for in such
options, rights or warrants at the time of issuance, plus the consideration, if
any, received by the Company upon the issuance of such options, rights or
warrants (without deduction for ordinary and customary expenses incurred or
amounts paid to any underwriter by the Company in connection with such
issuance); provided, however, that upon the expiration or other termination of
such options, rights or warrants, if any thereof shall not have been exercised,
the number of shares of Common Stock deemed to be issued and outstanding
pursuant to this Section 2.1(d) shall be reduced by the number of shares as to
which options, warrants and/or rights shall have expired, and such number of
shares shall no longer be deemed to be issued and outstanding, and the Exercise
Price then in effect shall forthwith be readjusted and thereafter be the price
that it would have been had the adjustment been made on the basis of the
issuance only of the shares actually issued plus the shares remaining issuable
upon the exercise of those options, rights or warrants as to which the exercise
rights shall not have expired or terminated unexercised.

                        b.   The aggregate maximum number of shares of Common
Stock issuable or that may become issuable upon conversion or exchange of any
convertible or exchangeable securities (assuming conversion or exchange in full
even if not then currently convertible or exchangeable in full) shall be deemed
to be issued and outstanding at the time of issuance of such securities, for a
consideration equal to the consideration received by the Company upon the
issuance of such securities (without deduction for ordinary and customary
expenses incurred or amounts paid to any underwriter in connection with such
issuance), plus the minimum consideration, if any, receivable by the Company
upon the conversion or exchange

                                         -5-
<PAGE>

thereof; provided, however, that upon the termination of the right to convert
or exchange such convertible or exchangeable securities (whether by reason of
redemption or otherwise), the number of shares of Common Stock deemed to be
issued and outstanding pursuant to this subsection 2.1(d) shall be reduced by
the number of shares as to which the conversion or exchange rights shall have
expired or terminated unexercised, and such number of shares shall no longer be
deemed to be issued and outstanding, and the Exercise Price then in effect
shall forthwith be readjusted and thereafter be the price that it would have
been had adjustment been made on the basis of the issuance only of the shares
actually issued plus the shares remaining issuable upon conversion or exchange
of those convertible or exchangeable securities as to which the conversion or
exchange rights shall not have expired or terminated unexercised.

                        c.   If any change shall occur in the price per share
provided for in any of the options, rights or warrants referred to in this
Section 2.1(d), or in the price per share or ratio at which the securities
referred to in this Section 2.1(d) are convertible or exchangeable (in either
case, including changes in such prices or ratios arising pursuant to
antidilution adjustments in such options, rights, warrants, convertible or
exchangeable securities or the instruments pursuant to which they were issued),
such options, rights or warrants or convertible or exchangeable securities, as
the case may be, to the extent not theretofore exercised, shall be deemed to
have expired or terminated on the date when such price change became effective
in respect of shares of Common Stock not theretofore issued pursuant to the
exercise or conversion or exchange thereof, and the Company shall be deemed to
have issued upon such date new options, rights or warrants or convertible or
exchangeable securities.

    2.2  NO ADJUSTMENTS TO EXERCISE PRICE.  (a)  No adjustment in the Exercise
Price shall be required if such adjustment is less than $.01; provided, however,
that any adjustments which by reason of this Article 2 are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment.  All calculations under this Article 2 shall be made to the nearest
cent or to the nearest one hundredth of a share, as the case may be.

         (b)  Notwithstanding any provision of this Warrant Certificate, no
adjustment of the Exercise Price or in the number of Shares shall be made as a
result of or in connection with the issuance or sale of shares of Common Stock
pursuant to options, warrants, stock purchase agreements, loan agreements and
convertible or exchangeable securities outstanding or in effect on the date
hereof.

    2.3  ADJUSTMENT TO NUMBER OF SHARES.  Upon each adjustment of the Exercise
Price as a result of the calculations made in Section 2.1(b), (c) and (d)
hereof, the Warrants shall thereafter evidence the right to purchase, at the
adjusted Exercise Price, that number of shares (calculated to the nearest
hundredth) obtained by dividing (A) the product obtained by multiplying the
number of shares purchasable upon exercise of the Warrants prior to such
adjustment by the Exercise Price in effect prior to adjustment of the Exercise
Price by (B) the Exercise Price in effect after such adjustment of the Exercise
Price.



                                         -6-
<PAGE>

    2.4  REORGANIZATIONS.  In case of (x) any capital reorganization (other
than in the transactions referred to in Section 2.1 hereof) or (y) the
consolidation or merger of the Company with or into another corporation (other
than a merger or consolidation in which the Company is the surviving or
continuing corporation and which does not result in any reclassification of the
outstanding Common Stock or the conversion of such outstanding Common Stock into
shares of other stock or other securities or property), or in the case of any
sale, lease or conveyance to another corporation of the property and assets of
any nature of the Company as an entirety or substantially as an entirety (such
actions being hereinafter collectively referred to as "Reorganizations"), there
shall thereafter be deliverable upon exercise of any Warrant (in lieu of the
number of shares theretofore deliverable) the number of shares of stock or other
securities or property to which a holder of the number of shares which would
otherwise have been deliverable upon the exercise of such Warrant would have
been entitled upon such Reorganization if such Warrant had been exercised in
full immediately prior to such Reorganization on the record date therefor.  In
case of any Reorganization, appropriate adjustment, as determined in good faith
by the board of directors of the Company, shall be made in the application of
the provisions herein set forth with respect to the rights and interests of
Warrant holders so that the provisions set forth herein shall thereafter be
applicable, as nearly as possible, in relation to any shares or other property
thereafter deliverable upon exercise of Warrants.  Any such adjustment shall be
made by and set forth in a supplemental agreement of the Company, or any
successor thereto, and shall for all purposes hereof conclusively be deemed to
be an appropriate adjustment absent manifest error.  The Company shall not
effect any such Reorganization unless upon or prior to the consummation thereof
the successor corporation, or if the Company shall be the surviving corporation
in any such Reorganization and is not the issuer of the shares of stock or other
securities or property to be delivered to holders of the Common Stock
outstanding at the effective time thereof, then such issuer shall assume by
written instrument the obligation to deliver to the Registered Holder of each
Warrant Certificate such shares of stock, securities, cash or other property as
such holder shall be entitled to purchase in accordance with the foregoing
provisions and all other obligations of the Company under the Warrants, the
Registration Rights Agreement and the Stock Purchase Investment Agreement.

    2.5  RECLASSIFICATIONS.  In case of any reclassification or change of the
Shares issuable upon exercise of the Warrants (other than a change in par value
or from no par value to a specified par value, or as a result of a transaction
referred to in Section 2.1 or 2.4, but including any change in the shares into
two or more classes or series of shares), or in case of any consolidation or
merger of another corporation into the Company in which the Company is the
continuing corporation and in which there is a reclassification or change
(including a change to the right to receive cash or other property) of the
Common Stock (other than a change in par value, or from no par value to a
specified par value, or as a result of a subdivision or combination, but
including any change in the shares into two or more classes or series of
shares), the holders of the Warrants shall have the right thereafter to receive
upon exercise of the Warrants the kind and amount of shares of stock and other
securities, property, cash, or any combination thereof receivable upon such
reclassification, change, consolidation or merger by a holder of the number of
Shares for which the Warrants might have been exercised immediately prior to
such reclassification, change, consolidation or merger on the record date
therefor.

                                         -7-
<PAGE>

Thereafter, appropriate provision shall be made for adjustments which
shall be as nearly equivalent as practicable to the adjustments in Article 2.
The above provisions of this Section 2.5 shall similarly apply to successive
reclassifications and changes of the Shares.

    2.6  CASHLESS EXERCISE.  In lieu of exercising this Warrant by paying the
Exercise Price in cash as provided herein, the Registered Holder may exercise
this Warrant by surrender of this Warrant at the principal office of the Company
together with the notice of election to purchase and the payment for such taxes
as specified in Section 4.1 hereof, in which event the Company shall issue to
the Registered Holder upon such exercise a number of shares of the Company's
Common Stock computed using the following formula:

                                            X = Y(A-B)
                                                ------
                                                  A

Where    X =  The number of shares of Common Stock to be issued to the
              Registered Holder.
         Y =  The number of shares of Common Stock purchasable under this
              Warrant.
         A =  The fair market value of one share of the Common Stock.
         B =  Exercise Price per share.

    For purposes of this Warrant, fair market value of the Common Stock shall
be determined as follows: (i) if the Common Stock is publicly traded, the fair
market value shall be the average of the highest and lowest reported sales price
of the Common Stock on the NASDAQ SmallCap Market, the NASDAQ National Market
system or on any securities exchange (or, if the sales price of the Common Stock
is unavailable, the average of the highest bid and lowest asked price of the
Common Stock) for the twenty trading days prior to the date of determination of
fair market value, or (ii) if the Common Stock is not publicly traded, the fair
market value shall be determined by the Board of Directors, in their good faith
judgement.

    2.7  VERIFICATION OF COMPUTATIONS.  Whenever the Exercise Price is adjusted
as provided in this Article 2, the Company will promptly deliver to each
Registered Holder a certificate setting forth the Exercise Price as so adjusted
and a brief statement of the facts accounting for such adjustment, and will make
available a brief summary thereof to the holders of the Warrant, at their
addresses listed on the register maintained for that purpose by the Company.

    2.8  NOTICE OF CERTAIN ACTIONS.  In case at any time the Company shall
propose:

         (a)  to pay any dividend or make any distribution on shares of Common
Stock in shares of Common Stock or make any other distribution (other than
regularly scheduled cash dividends) to all holders of such shares; or



                                         -8-
<PAGE>

         (b)  to issue any rights, warrants or other securities to all holders
of shares entitling them to purchase any additional shares of Common Stock or
any other rights, warrants, other securities or other property; or

         (c)  to effect any consolidation, merger, sale, lease, or conveyance
of property, described in Section 2.4, or any reclassification or change of
outstanding shares of Shares, described in Section 2.5; or

         (d)  to effect any liquidation, dissolution or winding-up of the
Company;

then, in each such case, the Company shall cause notice of such proposed action
to be mailed to each Registered Holder.  Such notice shall specify the date on
which the books of the Company shall close, or a record shall be taken, for
determining holders of shares entitled to receive such stock dividend or other
distribution or such rights, warrants or property, or the date on which such
reclassification, change, consolidation, merger, sale, lease, other disposition,
liquidation, dissolution, winding up or exchange or other action shall take
place or commence, as the case may be, and the date as of which it is expected
that holders of record of shares shall be entitled to receive securities or
other property deliverable upon such action, if any such date has been fixed.
Such notice shall be mailed, in the case of any action covered by Subsection
2.8(a) or 2.8(b) above, at least 15 days prior to the record date for
determining holders of shares for purposes of receiving such payment or offer;
in the case of any action covered by Subsection 2.8(c) or 2.8(d) above, at least
15 days prior to the earlier of the date upon which such action is to take place
or any record date to determine holders of shares entitled to receive such
securities or other property.

    2.9  WARRANT CERTIFICATE AMENDMENTS.  Irrespective of any adjustments
pursuant to this Article 2, Warrant Certificates theretofore or thereafter
issued need not be amended or replaced but certificates thereafter issued shall
bear an appropriate legend or other notice of any adjustments.

    2.10 FRACTIONAL SHARES.  The Company shall not be required upon the
exercise of any Warrant to issue fractional Shares which may result from
adjustments in the Exercise Price or number of shares purchasable under each
Warrant.  If more than one Warrant is exercised at one time by the same
Registered Holder, the number of full shares of Shares which shall be
deliverable shall be computed based on the number of shares deliverable in
exchange for the aggregate number of Warrants exercised.  With respect to any
fraction of a share called for upon the exercise of any Warrant or Warrants, the
Company shall pay a cash adjustment in respect of such fraction in an amount
equal to the same fraction of the then fair market value per share.

    2.11 COMPLIANCE WITH SECURITIES ACT.  The Registered Holder, by acceptance
hereof, agrees that this Warrant, and the shares of Common Stock to be issued
upon exercise hereof, are being acquired for investment and that such Registered
Holder will not offer, sell or otherwise dispose of this Warrant, or any shares
of Common Stock to be issued upon exercise hereof except under circumstances
which will not result in a violation of the Securities Act of 1933, as


                                         -9-
<PAGE>

amended (the "Securities Act") or any applicable state securities laws.  Upon
exercise of this Warrant, unless the shares of Common Stock being acquired are
registered under the Securities Act and any applicable state securities laws,
the Registered Holder hereof shall, at the Company's request, confirm in writing
that the shares of Common Stock so purchased are being acquired for investment
and not with a view toward distribution or resale in violation of the Securities
Act and shall confirm such other matters related thereto as may be reasonably
requested by the Company.  This Warrant and all shares of Common Stock issued
upon exercise of this Warrant (unless registered under the Securities Act and
any applicable state securities laws) shall be stamped or imprinted with a
legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE.  THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS.


                                      ARTICLE 3

                         OTHER PROVISIONS RELATING TO RIGHTS
                    OF REGISTERED HOLDERS OF WARRANT CERTIFICATES

    3.1  RIGHTS OF WARRANT HOLDERS.  This Warrant Certificate shall not entitle
the Registered Holder thereof to any of the rights of a shareholder of the
Company, including, without limitation, the right to vote, to receive dividends
and other distributions, or to receive any notice of, or to attend, meetings of
shareholders or any other proceedings of the Company except as herein provided.

    3.2  LOST, STOLEN, MUTILATED OR DESTROYED WARRANT CERTIFICATES.  If this
Warrant Certificate shall be mutilated, lost, stolen or destroyed, the Company
shall execute and deliver, in exchange and substitution for and upon
cancellation of a mutilated Warrant Certificate, or in lieu of or in
substitution for a lost, stolen or destroyed Warrant Certificate, a new Warrant
Certificate for the number of Warrants represented by the Warrant Certificate so
mutilated, lost, stolen or destroyed but only upon receipt of evidence of such
loss, theft or destruction of such Warrant Certificate, and of the ownership
thereof, and indemnity, if requested, all reasonably satisfactory to the
Company.  Applicants for such substitute Warrant Certificates shall also comply
with such other reasonable regulations and pay such other reasonable charges
incidental thereto as the Company may prescribe.



                                         -10-
<PAGE>


                                      ARTICLE 4

                      SPLIT UP, COMBINATION, EXCHANGE, TRANSFER
                       AND CANCELLATION OF WARRANT CERTIFICATES

    4.1  SPLIT UP, COMBINATION, EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.
Prior to the Exercise Deadline, this Warrant  Certificate, subject to the
provisions of Section 4.2, may be split up, combined or exchanged for other
Warrant Certificates representing a like aggregate number of Warrants.  Any
holder desiring to split up, combine or exchange a Warrant Certificate or
Warrant Certificates shall make such request in writing delivered to the Company
at its principal office and shall surrender the Warrant Certificate or Warrant
Certificates so to be split up, combined or exchanged at said office.  Upon any
such surrender for split up, combination or exchange, the Company shall execute
and deliver to the person entitled thereto a Warrant Certificate or Warrant
Certificates, as the case may be, as so requested, provided that, at the
Company's reasonable request, the Company has received an opinion of counsel
reasonably satisfactory to the Company that said split up is in accordance with
the provisions of the Securities Act of 1933, as amended.  The Company may
require the holder to pay a sum sufficient to cover any tax or governmental
charge that may be imposed by a governmental authority in connection with any
split up, combination, exchange or transfer of Warrant Certificates prior to the
issuance of any new Warrant Certificate.

    4.2  AGREEMENT OF WARRANT CERTIFICATE HOLDERS.  Every holder of a Warrant
Certificate by accepting the same, consents and agrees with the Company and with
every other holder of a Warrant Certificate that:

         (a)  transfer of the Warrant Certificates shall be registered on the
books of the Company maintained for that purpose by the Company only if
surrendered at the principal office of the Company, duly endorsed or accompanied
by a proper instrument of transfer and an opinion of counsel reasonably
satisfactory to the Company that such transfer is permitted under the Securities
Act of 1933, as amended; and

         (b)  prior to due presentment for registration of transfer, the
Company may deem and treat the person in whose name the Warrant Certificate is
registered as the absolute owner thereof and of the Warrants evidenced thereby
(notwithstanding any notations of ownership or writing on the Warrant
Certificates made by anyone other than the Company) for all purposes whatsoever,
and the Company shall not be affected by any notice to the contrary.



                                         -11-
<PAGE>


                                      ARTICLE 5

                                    MISCELLANEOUS

    5.1  CHANGES TO AGREEMENT.  The Company may, without the consent or
concurrence of any Registered Holder of a Warrant Certificate, by supplemental
agreement, make any changes or corrections in this Certificate that it has been
advised by counsel (i) are required to cure any ambiguity or to correct any
defective or inconsistent provision or clerical omission or mistake or manifest
error herein contained, (ii) add to the covenants and agreements of the Company,
(iii) reduce the Exercise Price or extend the Exercise Deadline or (iv) result
in the surrender of any right or power reserved to or conferred upon the Company
in this Certificate, which changes or corrections do not or will not adversely
affect, alter or change the rights, privileges or immunities of the Registered
Holders of Warrant Certificates provided in each case advance notification is
given to each Registered Holder.  Other changes in this Agreement may be made
only with the prior written consent of a holder of a majority of the Warrants
affected thereby, provided that no such change shall increase the Exercise Price
or shorten the exercise period without the prior written consent of each
affected Registered Holder.

    5.2  ASSIGNMENT.  All the covenants and provisions of this Agreement shall
be binding upon, enforceable by and inure to the benefit of the parties hereto
and their respective permitted successors and assigns.

    5.3  NOTICES.  Any notice or demand required by this Warrant Certificate to
be given or made by the Registered Holder of any Warrant Certificate to or on
the Company shall be sufficiently given or made if sent by first-class or
registered mail, postage prepaid, addressed to the Company's principal offices
specified above (until another address is given in writing to the Registered
Holder by the Company), PROVIDED, HOWEVER, that the Notice of Election to
Purchase may be delivered by fax (which has been confirmed to be received), hand
delivery or overnight mail.

    Any notice or demand required by this Warrant Certificate to be given or
made by the Company to or on the Registered Holder of any Warrant Certificate
shall be sufficiently given or made, whether or not such holder receives the
notice, if sent by first-class or registered mail, postage prepaid, addressed
to such registered holder at his last address as shown on the books of the
Company.  Otherwise such notice or demand shall be deemed given when received
by the party entitled thereto.

    5.4  DEFECTS IN NOTICE.  Failure to file any certificate or notice or to
mail any notice, or any defect in any certificate or notice pursuant to this
Agreement, shall not affect in any way the rights of any Registered Holder of a
Warrant Certificate or the legality or validity of any adjustment made pursuant
to Article 2 hereof, or any transaction giving rise to any such adjustment, or
the legality or validity of any action taken or to be taken by the Company.



                                         -12-
<PAGE>

    5.5  GOVERNING LAW.  The laws of the State of New York shall govern this
Warrant Certificate.

    5.6  STANDING.  Except as provided herein, nothing in this Agreement
expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or
corporation other than the Company, and the Registered Holders of the Warrant
Certificates any right, remedy or claim under or by reason of this Warrant
Certificate or of any covenant, condition, stipulation, promise or agreement
contained herein; and all covenants, conditions, stipulations, promises and
agreements contained in this Agreement shall be for the sole and exclusive
benefit of the Company and its successors and assigns, and the Registered
Holders of the Warrant Certificates.

    5.7  HEADINGS.  The descriptive headings of the articles and sections of
this Warrant Certificate are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.

    5.8  COUNTERPARTS.  This Agreement may be executed in counterparts, each of
which shall be an original, but all of which shall constitute one instrument.


                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                         -13-
<PAGE>

    IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.


Dated:  March 28, 1997


                                       COMMUNICATION INTELLIGENCE CORPORATION



                                       By:
                                            ----------------------------------
                                            Name:
                                            Title:




                                         -14-
<PAGE>


                            [FORM OF ELECTION TO PURCHASE]

    The undersigned hereby irrevocably elects to exercise _______________ of
the Warrants represented by this Warrant Certificate and to purchase the Shares
issuable upon the exercise of said Warrants, and requests that certificates for
such shares be issued and delivered as follows:

ISSUE TO:
         -----------------------------------------------------------------
                                        (NAME)

         -----------------------------------------------------------------
                            (ADDRESS, INCLUDING ZIP CODE)

         -----------------------------------------------------------------
                  (SOCIAL SECURITY OR OTHER TAX IDENTIFYING NUMBER)

DELIVER TO:
         -----------------------------------------------------------------
                                        (NAME)

         -----------------------------------------------------------------
                            (ADDRESS, INCLUDING ZIP CODE)

    If the number of Warrants hereby exercised is less than all the Warrants
represented by this Warrant Certificate, the undersigned requests that a new
Warrant Certificate representing the number of full Warrants not exercised be
issued and delivered to:

    In full payment of the purchase price with respect to the Warrants
exercised and transfer taxes, if any, the undersigned hereby tenders payment of
$______________ by wire transfer or certified check or money order payable to
the order of the Company in United States currency.

Dated:   ________________

---------------------------  -----------------------------------------------
(Insert Social Security or   (Signature of registered holder)
other identifying
number(s) of holder(s))


                             (Signature of registered holder, if co-owned)
                             NOTE:     Signature must conform in all respects
                                       to name of holder as specified on the
                                       face of the Warrant Certificate.



                                    -15-